Terms & Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (the "Client") and Sterling Custody Bank Limited ("Sterling Custody," "we," "us," or "our") governing the provision of custody, settlement, fund administration, and related financial services.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context requires otherwise:

• "Account" means any custody account, cash account, or securities account opened with Sterling Custody
• "Assets" means securities, cash, financial instruments, and other property held in custody
• "Business Day" means a day (other than Saturday or Sunday) on which banks are open for business in London
• "CASS Rules" means the Client Assets Sourcebook of the FCA Handbook
• "Corporate Action" means any event initiated by a securities issuer affecting holdings
• "Digital Platform" means our online portal, mobile applications, and API services
• "FCA" means the Financial Conduct Authority of the United Kingdom
• "Instructions" means any directions, orders, or communications from the Client
• "Services" means all custody, settlement, and related services provided by Sterling Custody
• "Sub-custodian" means third-party custodians appointed to hold Assets in various markets

2. Scope of Services

2.1 Custody Services

Sterling Custody agrees to provide the following core services:

• Safekeeping of securities and financial instruments
• Settlement of securities transactions
• Cash management and currency services
• Income collection and corporate action processing
• Asset servicing and proxy voting administration
• Regulatory reporting and tax documentation
• Digital platform access and reporting tools

2.2 Service Limitations

Unless specifically agreed in writing:

• We do not provide investment advice or portfolio management services
• We are not responsible for the investment performance of Assets
• We do not guarantee the value, liquidity, or marketability of Assets
• We are not liable for actions or omissions of securities issuers

3. Account Opening and Client Obligations

3.1 Eligibility

Our services are available exclusively to:

• Institutional investors and professional clients as defined by FCA regulations
• Pension funds, endowments, and foundations
• Investment managers and fund administrators
• Family offices with minimum £5 million in investable assets
• Alternative investment funds and UCITS schemes

3.2 Know Your Customer (KYC)

Before opening an account, Clients must provide:

• Completed account opening documentation
• Certified copies of constitutional documents
• Proof of registered office and business address
• Identification of beneficial owners and controlling persons
• Source of funds and wealth documentation
• Authorized signatory lists and specimen signatures

3.3 Client Representations

By opening an account, the Client represents and warrants that:

• All information provided is true, accurate, and complete
• The Client has full authority to enter into this agreement
• The Client will comply with all applicable laws and regulations
• Assets deposited are free from liens, charges, and encumbrances
• The Client is not subject to sanctions or regulatory restrictions

4. Instructions and Authority

4.1 Authorized Instructions

We will act only on instructions from authorized persons identified in your account documentation. Instructions may be given via:

• Digital Platform (preferred method)
• SWIFT messaging
• Email to designated addresses
• Telephone (subject to call recording and verification)

4.2 Verification

We reserve the right to:

• Verify the authenticity of any instruction
• Refuse to act on unclear or ambiguous instructions
• Request additional confirmation for large or unusual transactions
• Delay execution pending verification

4.3 Deemed Instructions

In the absence of specific instructions, we may:

• Elect standard options for corporate actions
• Credit income to your cash account
• Convert foreign currency income at prevailing rates
• Take reasonable actions to protect your interests

5. Asset Safekeeping and Segregation

5.1 CASS Compliance

Client Assets are held in accordance with FCA CASS Rules:

• Assets are segregated from Sterling Custody's proprietary assets
• Client money is held in designated client bank accounts
• Daily reconciliations are performed
• Client Assets are not used for our own purposes
• Adequate records are maintained at all times

5.2 Sub-custody Arrangements

Assets may be held through sub-custodians:

• We select sub-custodians with appropriate expertise and creditworthiness
• Sub-custodians are subject to ongoing due diligence
• Assets held by sub-custodians are subject to local market practices
• Different settlement, custody, and legal frameworks may apply

5.3 Title and Ownership

• You retain beneficial ownership of all Assets
• We hold legal title only for custody purposes
• Assets are not available to our creditors in insolvency
• Client Assets are protected under FSCS up to eligible limits

6. Settlement and Transaction Processing

6.1 Settlement Obligations

The Client must ensure:

• Sufficient cash for purchases by settlement date
• Securities are available for deliveries
• Instructions are received with adequate notice
• All settlement details are accurate and complete

6.2 Settlement Fails

If settlement fails due to Client error or insufficiency:

• The Client is responsible for all costs, penalties, and buy-ins
• We may advance funds or securities at our discretion
• Interest will be charged on advances at our standard rates
• We may close out positions to mitigate losses

6.3 Currency Conversion

• Foreign currency transactions are executed at prevailing market rates
• Exchange rates include our standard spread
• Clients bear all foreign exchange risk
• We do not provide currency hedging advice

7. Corporate Actions and Income

7.1 Notification

We will notify you of corporate actions affecting your holdings:

• Notifications are sent via the Digital Platform
• You must monitor your account regularly
• We are not liable for missed notifications due to system issues

7.2 Processing

• Mandatory events are processed automatically
• Voluntary events require your timely instructions
• Late instructions may not be accepted by the issuer
• We are not liable for losses due to late or missed elections

7.3 Income Collection

• Dividends and interest are collected on your behalf
• Income is credited net of withholding taxes
• Tax reclaim services are available separately
• Processing times vary by market

8. Fees and Charges

8.1 Fee Structure

Fees are charged as set out in the Fee Schedule provided separately. Standard fees include:

8.2 Payment Terms

• Fees are invoiced quarterly in arrears
• Payment is due within 14 days of invoice date
• We may deduct fees directly from your cash account
• Late payments incur interest at 3% above Bank of England base rate

8.3 Third-Party Costs

You are responsible for:

• Sub-custodian fees and charges
• Market taxes and levies
• Central securities depository fees
• SWIFT and communication charges
• Extraordinary legal or professional fees

9. Reporting and Statements

9.1 Regular Reporting

We provide:

• Real-time portfolio valuation via Digital Platform
• Daily transaction confirmations
• Monthly consolidated statements
• Quarterly performance reports
• Annual tax reporting packages

9.2 Valuation

• Positions are valued using recognized pricing sources
• Valuations are indicative and not guaranteed
• You are responsible for verifying accuracy
• Discrepancies must be reported within 30 days

10. Liability and Indemnity

10.1 Standard of Care

We will exercise reasonable care and skill in providing Services, but:

• We are not liable for losses due to market movements
• We are not responsible for investment decisions
• We are not liable for actions of third parties (including sub-custodians) unless we failed to exercise due care in selection
• We are not liable for losses due to events beyond our reasonable control

10.2 Limitation of Liability

To the maximum extent permitted by law:

• Our liability is limited to direct losses only
• We are not liable for indirect, consequential, or special damages
• Our maximum liability per incident is capped at £5 million
• These limitations do not apply to fraud, gross negligence, or willful default

10.3 Client Indemnity

You agree to indemnify us against:

• Losses arising from your breach of these Terms
• Claims arising from your instructions or omissions
• Third-party claims related to your Assets or activities
• Costs of enforcing our rights under this agreement

11. Conflicts of Interest

We maintain a conflicts of interest policy to identify and manage potential conflicts. Conflicts may arise from:

• Custody arrangements with multiple clients
• Relationships with sub-custodians and service providers
• Fee arrangements and revenue sharing
• Personal account dealing by employees

Our Conflicts Policy is available on request.

12. Data Protection and Confidentiality

12.1 Privacy

We process personal data in accordance with our Privacy Policy and UK GDPR requirements.

12.2 Confidentiality

We will keep your information confidential except:

• Where disclosure is required by law or regulation
• To sub-custodians and service providers (under confidentiality obligations)
• To professional advisors and auditors
• With your prior written consent

13. Digital Platform Terms

13.1 Access and Security

• You are responsible for maintaining security of login credentials
• Passwords must be kept confidential and changed regularly
• You must notify us immediately of any unauthorized access
• We may suspend access if we detect suspicious activity

13.2 System Availability

• We target 99.97% platform uptime
• Scheduled maintenance is performed outside business hours
• We are not liable for service interruptions beyond our control
• Alternative communication channels are available during outages

13.3 Acceptable Use

You must not:

• Share access credentials with unauthorized persons
• Attempt to breach security measures
• Use automated systems without prior authorization
• Introduce malware or harmful code

14. Termination

14.1 Termination by Client

You may terminate this agreement by giving 30 days' written notice, subject to:

• Payment of all outstanding fees and charges
• Provision of delivery instructions for Assets
• Settlement of all pending transactions

14.2 Termination by Sterling Custody

We may terminate immediately if:

• You breach these Terms materially
• You become insolvent or subject to insolvency proceedings
• We are required to do so by law or regulation
• Continuing the relationship would expose us to unacceptable risk

14.3 Effects of Termination

• All obligations accrued prior to termination remain payable
• We will transfer Assets per your instructions
• If no instructions received, we may liquidate positions and remit proceeds
• Provisions regarding liability and confidentiality survive termination

15. Regulatory Information

15.1 Client Categorization

You are categorized as a Professional Client under FCA rules. This means:

• You have reduced regulatory protections compared to retail clients
• You are expected to understand investment risks
• You may request categorization as a Retail Client (subject to eligibility)

15.2 Complaints

If you have a complaint:

• Contact your relationship manager or our Compliance Department
• Email: complaints@sterlingcustody.com
• We will acknowledge within 5 Business Days
• We aim to resolve complaints within 8 weeks
• You may refer unresolved complaints to the Financial Ombudsman Service

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of England and Wales. You agree to the exclusive jurisdiction of the English courts.

16.2 Amendment

We may amend these Terms by giving 30 days' notice. Continued use of Services after the notice period constitutes acceptance. Material changes affecting your rights will require explicit consent.

16.3 Assignment

You may not assign your rights without our written consent. We may assign our rights and obligations to a successor entity with equivalent regulatory status.

16.4 Severability

If any provision is found to be invalid or unenforceable, the remaining provisions remain in full effect.

16.5 Waiver

Failure to exercise any right does not constitute a waiver of that right.

16.6 Entire Agreement

These Terms, together with the Account Application, Fee Schedule, and any supplemental agreements, constitute the entire agreement between the parties.

17. Contact Information